Heirs of Cruz-Zamora v. Multiwood International
REITERATIONFacts
The Antecedents: Carmen Cruz-Zamora (Zamora) filed a complaint against Multiwood International, Inc. (Multiwood) for unpaid commissions. Zamora alleged that she signed a Marketing Agreement in 1987 to act as an agent for Multiwood, entitling her to a ten percent (10%) commission for contracts she obtained. She claimed Multiwood defaulted in paying her commission for contracts with Edsa Shangrila, Makati Shangrila, and Diamond Hotel, amounting to ₱254,089.52. Procedural History: Multiwood, in its Answer, asserted that Zamora was not entitled to commissions for the aforementioned projects because they were 'construction contracts,' while the Marketing Agreement only covered the sale of Multiwood products. The Regional Trial Court (RTC) ruled in favor of Zamora, interpreting the Marketing Agreement to include construction contracts and awarding her ₱165,941.78 in commissions, plus moral damages and attorney's fees. The RTC relied on Exhibits K-2 to K-7, which were allegedly partial payments of commissions, but were not formally offered in evidence. The Court of Appeals (CA) reversed the RTC decision, holding that the Marketing Agreement was limited to the solicitation of Multiwood's products and excluded construction services. The CA also ordered Zamora to pay Multiwood unliquidated advances of ₱37,397.71. The Petition: The heirs of Zamora (petitioners) elevated the case to the Supreme Court, arguing that the CA erred in not holding Multiwood liable for commissions on construction contracts, in disregarding Exhibits K-2 to K-7, and in not recognizing a new contract or unjust enrichment. Zamora had passed away during the pendency of the case, and her heirs were substituted.
Issue(s)
Whether the interior construction projects solicited by Zamora fall within the scope of the Marketing Agreement. Whether Exhibits K-2 to K-7, not formally offered in evidence, can be considered by the court. Whether Multiwood is liable for commissions on construction contracts, either under the Marketing Agreement or a separate implied contract, or on the ground of unjust enrichment.
Ruling
The petition is denied. The Court affirmed the decision of the Court of Appeals, reversing the Regional Trial Court's ruling and dismissing the complaint for lack of merit. The heirs of Zamora were declared liable to pay the unliquidated advances to Multiwood.
Ratio Decidendi
On the scope of the Marketing Agreement: The Court held that the Marketing Agreement explicitly limited Zamora's commissionable services to the solicitation of buyers, dealers, or customers for Multiwood's products. The agreement's WHEREAS clauses and Article 4 clearly indicate that the commission was based on the 'actual purchase price for the products sold or shipped by the principal.' The Court found that the interior construction projects solicited by Zamora were distinct from the sale of products, and therefore, not covered by the Marketing Agreement. The plain import of the text of the Marketing Agreement left no doubt as to the true intention of the parties, which was to compensate Zamora only for sales of products. On the admissibility and evidentiary value of Exhibits K-2 to K-7: The Court agreed with the CA that the RTC erred in considering Exhibits K-2 to K-7. These exhibits were merely marked during the testimony of a defense witness but were never formally offered in evidence by either party. Citing Section 34, Rule 132 of the Rules of Court, the Court reiterated that the court shall consider no evidence which has not been formally offered. Therefore, these exhibits had no evidentiary value and could not be used to support Zamora's claim or to alter the terms of the Marketing Agreement. The trial court's reliance on these unoffered exhibits was misplaced and lacked legal basis. On the existence of a separate contract or unjust enrichment: The Court found no evidence to support the claim that a new, separate contract was perfected for construction projects, nor that Multiwood would be unjustly enriched. The Marketing Agreement, being the sole basis of Zamora's cause of action, was clear and unambiguous. The Court applied the parol evidence rule (Section 9, Rule 130 of the Revised Rules of Court), which states that when the terms of an agreement have been reduced to writing, the writing is considered as containing all the terms agreed upon, and no evidence of other terms can be admitted unless specific exceptions apply, none of which were present here. Furthermore, even if Exhibits K-2 to K-7 were admissible, they did not clearly show commissions for construction contracts, and most were at a lower rate (3%) than the stipulated 10%, without clear indication of partial payment. Exhibits B to H also showed discrepancies, with one mentioning a 5% commission. Zamora failed to prove by a preponderance of evidence that Multiwood was liable for the claimed commissions.
Main Doctrine
A party seeking to claim commission based on a written marketing agreement must prove that the services rendered fall within the explicit terms of the agreement. Evidence not formally offered in court has no probative value and cannot be used to alter or add to the terms of a written contract.